Come January, Swingvote—an Atlanta-based startup—plans to go head to head with ADP Investor Communications Services in the proxy voting service marketplace. Currently, the shareholder services group at $7.4 billion ADP holds a virtual monopoly for the distribution of proxy material. The development may be important to public companies, as it will impact costs associated with […]
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Posted inAccounting & Auditing
Two Cos. Hire CFOs From Unlikely Place: Their Auditor
In the past month, two companies announced they had tapped their new chief financial officers from the auditing firm with which they were doing business. At the surface, the move appears to be a violation of Securities and Exchange Commission rules regarding auditor independence. But closer inspection shows that—though the new executives were indeed employed […]
Posted inRegulatory Enforcement
Compliance Programs Should Upgrade To New Standard
As most public company executives already know, The United States Sentencing Commission’s revised federal sentencing guidelines, which have been effective since Nov. 1, require businesses to maintain “effective” compliance programs that prevent and detect violations of law. And just as many companies were diligently altering their compliance programs to meet the amendment’s new requirements, the […]
Posted inBoards & Shareholders
Helping Independent Directors Be Constructively Proactive
This is the second in an occasional series of “how to” columns on directing, which considers how independent directors can be proactive, but in a constructive way. The guidance is intended to assist directors in striking the correct balance between two unacceptable extremes—being unduly compliant toward management, or unduly adversarial. Being independent doesn’t mean you […]
Posted inBoards & Shareholders
Court Issues Ruling Regarding Statute Of Limitations
A Federal Appeals Court ruled that lawsuits can’t be brought in cases where the statute of limitations expired before the Sarbanes-Oxley Act became law on July 30, 2002. Section 804 of the landmark legislation had extended the statute of limitations for federal securities fraud to the earlier of two years after the discovery of the […]
Posted inBoards & Shareholders
Delaware Court Decision Raises Bar For Expert Directors
Delaware’s Chancery Court set the corporate directors’ grapevine abuzz in May when it found several directors of a company called Emerging Communications personally liable for approving a merger with the company’s controlling stockholder at an unfair price. The plight of Salvatore Muoio, an investment banker with long experience in the telecommunications industry, has drawn particular […]
Posted inBoards & Shareholders
Funds Create Financial Incentive For Analysts To Screen For Governance
Frustrated with sell-side analysts’ failure to screen companies for governance risks, a consortium of European funds with over $460 billion in assets recently announced a plan to steer 5 percent of commissions to brokers who includes such analysis of intangibles into their research. The program, officially dubbed the “Enhanced Analytic Initiative,” is considered an industry […]
Posted inInternal Controls
Q&A With Nationwide’s General Counsel & Secretary
This profile is the latest in a series of weekly conversations with executives at U.S. public companies who are currently involved in establishing and developing compliance programs. An index of previous conversations is available here. How much of your job is specifically compliance, versus other legal duties you have? First, technically my position is responsible […]
Posted inAccounting & Auditing
PCAOB Meets Today To Consider New Rules Separating Audit, Tax Services
The Public Company Accounting Oversight Board begins deliberations today on whether to draft rules that would restrict accounting firms from providing their audit clients with tax services. Regulatory direction and public remarks by members of the Board and the Securities and Exchange Commission have hinted for months that accounting firms should brace themselves for the […]
Posted inAccounting & Auditing
Internal Controls Issues Behind Many Auditor Changes
Nearly one of 10 companies that has changed auditors so far this year has also reported internal control issues. That’s according to an in-depth analysis conducted by Manchaug, Mass.-based AuditAnalytics.com, which found that 1,647 companies reported a change in auditors through Dec. 6. And 152, or more than 9 percent of the total, had disclosed […]
